Corporate Governance Statement (continued)
Statement of the Executive Board
O Q,
Introductio^^^^^^^^^^H Report of the Executive Board^^^^^l Report of the Supervisory Board
Other best practice provisions which are not
applied relate to the fact that these principles and/
or best practice provisions are not applicable to
the Company:
1.3.6:
HEINEKEN has an internal audit function;
3.1.2 sub viii:
HEINEKEN does not grant options on shares;
4.1.5:
This best practice provision relates to shareholders;
4.2.6:
HEINEKEN has no anti-takeover measures;
4.3.1:
This best practice provision relates to shareholders;
4.3.4:
HEINEKEN has no financing preference shares;
4.3.5 and 4.3.6:
This best practice provision relates to
institutional investors;
4.4:
HEINEKEN has no depositary receipts of shares, nor
a trust office; and
4.3.3 and 5.1:
HEINEKEN does not have a one-tier
management structure.
In respect of transactions with related parties as
disclosed in note 13.3, best practice provisions 2.7.3,
2.7.4 and 2.7.5 of the Code have been observed.
This Report of the Executive Board, together with
pages 119-154 of the Sustainability Review, serves
as the management report for the purpose of
Section 391, Book 2 of the Dutch Civil Code.
In accordance with best practice provision 1.4.3 of
the Code, we are of the opinion that:
this report provides sufficient insights into any
failings in the effectiveness of the internal risk
management and control systems;
the aforementioned systems provide reasonable
assurance that the financial reporting does not
contain any material inaccuracies;
based on the current state of affairs, it is justified
that the financial reporting is prepared on a going
concern basis; and
this report states those material risks and
uncertainties that are relevant to the expectation
of the Company's continuity for the period of
twelve months after the preparation of this report.
Financial Statements
Sustainability Review
Heineken N.V. Annual Report 2018
Other Information
It should be noted that the foregoing does not
imply that these systems and these procedures
provide absolute assurance as to the realisation
of operational and strategic business objectives,
or that they can prevent all misstatements,
inaccuracies, errors, fraud and non-compliance with
legislation, rules and regulations. For a detailed
description of the risk management system and
the principal risks identified, please refer to the Risk
Management section.
In accordance with Article 5:25c paragraph 2 sub c
of the Financial Markets Supervision Act, we confirm
that, to the best of our knowledge:
the financial statements in this Annual Report
2018 give a true and fair view of our assets and
liabilities, our financial position at 31 December
2018, and the results of our consolidated
operations for the financial year 2018; and
the Report of the Executive Board includes a
fair review of the position at 31 December 2018
and the development and performance during
the financial year 2018 of Heineken N.V. and the
undertakings included in the consolidation taken
as a whole, and describes the principal risks that
Heineken N.V. faces.
This statement cannot be construed as a statement
in accordance with the requirements of Section
404 of the US Sarbanes-Oxley Act, which Act is not
applicable to Heineken N.V.
Executive Board
J.F.M.L. van Boxmeer
L.M. Debroux
Amsterdam, 12 February 2019
Heineken N.V. Annual Report 2018